0001193125-05-229490 Sample Contracts

Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois

Congratulations on your selection as a Participant in the Hewitt Associates, Inc. Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement. For purposes of this Agreement, “Hewitt” means the Company, its Affiliates, and/or its Subsidiaries.

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ONEshares Options Award Agreement
Options Award Agreement • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois

Congratulations on your selection as a Participant in the Hewitt Associates, Inc. Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

CONSENT TO ASSIGNMENT and AMENDMENT
Hewitt Associates Inc • November 18th, 2005 • Services-management consulting services

WHEREAS, Hewitt Associates LLC (“Associates”) and FORE Holdings LLC (formerly known as Hewitt Holdings LLC) (“FORE”) entered into the attached Services Agreement effective as of June 1, 2002 (the “Services Agreement”); and

WARRANT ASSUMPTION AND ADJUSTMENT AGREEMENT
Warrant Assumption and Adjustment Agreement • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Delaware

This WARRANT ASSUMPTION AND ADJUSTMENT AGREEMENT (this “Agreement”), dated as of October 1, 2004, by and among EXULT, INC., a Delaware corporation (“Exult”), HEWITT ASSOCIATES, INC., a Delaware corporation (“Hewitt”), and BANK OF MONTREAL, a Canadian corporation (“Warrant Holder”).

Hewitt Global Stock and Incentive Compensation Plan
Hewitt Global Stock • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois

Congratulations on your participation in the Hewitt Global Stock and Incentive Compensation Plan (the “Plan”). This Award Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

Hewitt Global Stock and Incentive Compensation Plan Stock and Deferred Stock Unit Award Agreement For Independent Directors
Hewitt Global Stock • November 18th, 2005 • Hewitt Associates Inc • Services-management consulting services • Illinois

This Award Agreement and the Plan together govern your rights under the Hewitt Global Stock and Incentive Compensation Plan (the “Plan”) and set forth all of the conditions and limitations affecting such rights. Capitalized terms used in this Award Agreement shall have the meanings ascribed to them in the Plan or in this Award Agreement. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall supersede and replace the conflicting terms of this Award Agreement.

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